Skip to main content

COTY INC.

For the period ended Jun 30, 2025. Filed Sep 26, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 30, 2025 · Filed Sep 26, 2025

COTY$4.05+3.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

AND PROXY STATEMENT

September 26, 2025

To Coty Inc. Stockholders:

The Annual Meeting of Coty Inc. (the “Company”) will be held via audio webcast over the Internet at www.virtualshareholdermeeting.com/coty2025 at 8:30 a.m., Eastern Time, on Thursday, November 6, 2025 (the “Annual Meeting”). This means that you can attend the Annual Meeting online, vote your shares electronically and submit questions during the online meeting by visiting the above mentioned Internet site. The principal business of the Annual Meeting will be the consideration of the following matters:

  1. To elect the nine directors named in this proxy statement;

  2. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement;

  3. To ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026; and

  4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

This proxy statement describes these items in more detail. We have not received notice of any other matters that may be properly presented at the Annual Meeting. The close of business on September 12, 2025 has been fixed as the date for determining the holders of shares of the Company’s Class A Common Stock and Series B Convertible Preferred Stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

By order of the Board of Directors,

Kristin Blazewicz

Chief Legal Officer & Secretary

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY. BY FOLLOWING THE VOTING INSTRUCTIONS ACCOMPANYING THESE MATERIALS, YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 6, 2025: The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2025 are available at materials.proxyvote.com/222070.

Table of Contents
Corporate Governance3
Principles of Corporate Governance and Code of Business Conduct3
Structure of our Board4
Board Meetings7
Board Qualifications and Membership Criteria7
Director Nomination Process7
Director Independence7
Communications with our Board8
Our Board’s Role in Risk Oversight8
Our Board’s Role in Environmental, Social and Governance Oversight8
Board Attendance at the Annual Meeting10
Compensation Committee Interlocks and Insider Participation10
Certain Relationships and Related Party Transactions10
Proposal No. 1: Election of Directors14
Director Nominees15
Director Compensation18
Executive Officers20
Security Ownership of Certain Beneficial Owners and Management21
Delinquent Section 16(a) Reports23
Proposal No. 2: Approval of Advisory Resolution on Named Executive Officer Compensation (Say-On-Pay)23
Executive Compensation24
Pay Versus Performance46
Proposal No. 3: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm51
Audit Fees and Other Fees51
Audit and Finance Committee Report52
Stockholder Proposals for the 2026 Annual Meeting53
Questions and Answers about the Proxy Materials and the Annual Meeting53
Forward-looking Statements60
Other Matters60

These proxy materials are being made available to you electronically or, if you have requested, printed versions of these materials, have been delivered to you by mail in connection with the solicitation of proxies by the Board of Directors of Coty Inc. (the “Company”, “Coty”, “we” or “us”), a Delaware corporation, for our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:30 a.m. Eastern Time (“ET”) on Thursday, November 6, 2025 via the Internet at www.virtualshareholdermeeting.com/coty2025.

When used in these proxy materials, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.